as commenced on 21st of March 2019
This Agreement between Orangear LLC, a legal entity incorporated under the laws of the state of Nevada, USA ("Orangear”, “Company”, “we”, “us”, “our”), and you (“Tenant”, “User”, “you”, “your”) defines the additional terms and conditions under which we lease you subscription to the Products and the Services.
ORANGEAR may at any time make changes to this Agreement by posting modified Subscription Agreement on its Website and/or inside its Products. Please, review from time to time relevant page with this Agreement in order to be updated in cases of any changes. Your use/continued use of the Products explicitly demonstrates that you agree to this Agreement (and then current version of this Agreement) and constitutes your binding consent to its terms, including any changes and modifications that ORANGEAR makes from time to time.
For your convenience, the last revision date is included at the top of this page.
Performance Marketing Platform/Platform – software solution developed and owned by Orangear, which allows you to deploy a partner network and carry out affiliate marketing on the CPI, CPS, CPL, CPA models. Performance Marketing Platform is not designed to be used for any kind of video and audio promotion.
Plug-ins – Orangear products that integrate with the Performance Marketing Platform. In particular, this includes the Checker, Antifraud, Business Intelligence, Uniqueclicks, Whitelabel and other products as applicable. Plug-ins are added additionally after payment for relevant Plug-in.
Agreement between us regarding your use of the Products and/or the Services shall commence upon acceptance of this ToU at the Website, or when signed by the user in writing, or at the first instance of access and/or usage of the Products and/or the Services. Agreement is valid until its direct termination.
Subject to this Agreement, we grant you a non-exclusive, perpetual, worldwide, non-transferable and non-sublicensable license to use the leased the Products and/or the Services within the scope of permitted uses but does not entitle you to the Products and/or the Services ownership, copyright and/or other intellectual property rights. All ownership, copyright and/or other intellectual property rights to the Products and/or the Services are reserved by Orangear.
There are two ways of interaction with the Products: a tariff plan and an extra. The tariff plan is the main unit, which consists of a fixed amount of the Services. The extra is an option for some of the Products to enlarge your tariff plan with an additional fixed amount of the Services. A user can’t subscribe for any amount of extras without a tariff plan that have been leased to him previously.
The tariff plan is active during the period of thirty (30) days after the fees been paid. The extra is only an addition to the tariff plan, hence both are set to expire simultaneously.
After you’ve created your account you may start integrating and using the Products. If necessary, when Tenant starts integrating Orangear products, we can perform the setup and training of the Tenant's employees at the additional charge and subject to separate agreement.
Tenant undertakes to ensure the security of accounts to enter into all products of the Orangear ecosystem, both their own and their employees. In the event of leakage of accounts due to the fault of the Tenant or persons associated with it, it shall be your sole responsibility to compensate the damages, loses etc. and we expressly disclaim any and all associated responsibility.
If Tenant has several projects (e.g. legal entity’s, companies, partnerships etc.), packages have to be bought for each of them separately.
Notwithstanding the fact that your employees use the subscribed Products through their own sub-accounts, you are the one responsible for all their actions. Whenever your account is terminated, all the sub-accounts of your employees will be terminated automatically.
During registration you shall provide us with some amount of personal data (e.g. first and last name, phone number, email, etc.). As well as your employees may (if registering sub-accounts).
Be aware that while using the Products and/or the Services you shall use servers, where the Products are stored and hosted, for processing of personal data of third parties you may use in your work (e.g. IP-address, location, online identifiers, user ID, etc. received while running mobile marketing campaigns).
Products are provided on a prepayment basis. Prices for tariff plans are indicated on the Website. You may chose your own (custom) tariff plan for subscription. Price for custom tariff plan is formed individually, depending on the quality and/or quantity characteristics of possible use of the Products you require.
We shall submit you invoices either by email, or in your account in the Products. We may choose to send you invoice by mail if we’ll deem it appropriate.
Payment should be done within three (3) business days after we submitted relevant invoice to you. If payment is not received, your access to the Products and/or the Services for the invoiced period shall be stopped. If payment is not received within 30 days from the due date, and you haven’t submitted request to stop the account, your account shall be terminated.
In cases you’ve fully used (deplete, reached the limit) the amount of the Services in your tariff plan, your use of the Products will be stopped until you pay for additional amount of the Services (extra).
Your access to the Products and/or the Services shall be renew from the day your payment is credited to our account.
If you’ve used some amount of the Services without due payment before we stopped your access to/use of the Products, we shall invoice you for the used amount on pro-rata basis. Payment should be done within three (3) business days after we submitted relevant invoice to you.
All billing data is processed via Stripe. Orangear reserves the right to add other billing systems. In this case, User will be informed by email. If User has opted out of Orangear’s emails, he has to contact manager.
Tenant can either upgrade or downgrade a package. Any changes to the package are available in the upcoming month. Both downgrade and upgrade is provided without penalties.
We may change the quality and/or quantity characteristics of an offered tariff plans at our sole discretion with or without notifications. Changes shall come into force immediately. If you’ve already subscribed for one of the tariff plans, changes shall be applicable to you after you’ve fully used (deplete, reached the limit) the amount of the Services in your tariff plan (e.g. if you’ve paid for use of the Products under the terms of one of the tariff plans for six month, the changes in such tariff plan shall be applicable to you starting from the seventh month). You can’t pay for additional use (including “extras”) of the previous terms of the relevant tariff plan after we made the changes to such tariff plan.
You are fully and absolutely responsible for the way you use, access, dispose the results of use of the Products and/or the Services. You shall be responsible for any liability arising out of any acts or omissions by you or your affiliates, employees, contractors, executives, partners, customers, User’s partners, etc. (if they had access/used the Products and/or the Services due to your actions/inactions) relating to the Products and/or the Services or associated materials/data.
Tenant solely bears full responsibility for fullness of rights, technical side (errors, compatibility, malfunctions, etc.), obtaining necessary intellectual property rights, licenses, permissions, etc. as necessary to use the Products together with his businesses (projects, companies, proprietary technologies, etc.) and for consequences of such use.
Sending notifications to your affiliates, partners, counterparts, etc. is carried out by using your capacities. To make it possible to send, the Tenant must have its own mail server, the data of which is specified in the settings of the Product. The mail server limits apply to sending messages. Sending letters to your partner (e.g. publisher) with a copy to the relevant manager proportionately increases the spending limit. Orangear is not responsible for problems with sending notifications if they are caused by the incorrect operation of the mail server, incorrect settings of the mail server in the Product, going beyond the limit and other actions of third parties and the Tenant itself.
If the Tenant chooses not to use the postal service, he is acquainted and agrees that it affects all email-related services including approval notifications, sending invoices, etc.
Tennant undertakes not to send any files that violate the provisions of applicable laws and regulations (including, but not limited to: the CAN- SPAM Act of 2003, as amended from time to time (“CAN-SPAM”), Canada’s Anti-Spam Legislation, as amended from time to time (“CASL”), the Federal Trade Commission Act, the Federal Communications Act, the Telephone Consumer Protection Act, as amended from time to time (“TCPA”), and the Children Online Privacy Protection Act, as amended from time to time (“COPPA”); The California Electronic Communications Privacy Act, the General Data Protection Regulation (“GDPR”, Regulation (EU) 2016/679); as well as other false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, criminal laws, spamming, privacy, obscenity, or defamation etc.), represent a threat to national security, privacy, morality, minors, children, the Products and/or the Services, Orangear’s reputation, software of any third parties or their reputation, etc., or contain adult or any harmful for children content.
Orangear does not check the content the Tenant sends and is not obliged to do so. Notwithstanding previously mentioned, Orangear reserves the right to do so at any time with or without cause.
Tariff plans assume allocation to the Tenant of a disk space for storage of files as specified in the relevant tariff plan terms description on the Website.
Tennant undertakes not to store files that violate the provisions of applicable laws and regulations (including, but not limited to: the CAN- SPAM Act of 2003, as amended from time to time (“CAN-SPAM”), Canada’s Anti-Spam Legislation, as amended from time to time (“CASL”), the Federal Trade Commission Act, the Federal Communications Act, the Telephone Consumer Protection Act, as amended from time to time (“TCPA”), and the Children Online Privacy Protection Act, as amended from time to time (“COPPA”); The California Electronic Communications Privacy Act, the General Data Protection Regulation (“GDPR”, Regulation (EU) 2016/679); as well as other false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, criminal laws, spamming, privacy, obscenity, or defamation etc.), represent a threat to national security, privacy, morality, minors, children, the Products and/or the Services, Orangear’s reputation, software of any third parties or their reputation, etc., or contain adult or any harmful for children content.
Orangear does not check the content Tenant stores in its storage and is not obliged to do so. Notwithstanding previously mentioned, Orangear reserves the right to do so at any time with or without cause.
If you store any personal data (as defined by applicable laws or regulations) – you represent and warrant that you have all necessary rights and permissions for relevant use, transmission and storage of such data.
Orangear has the right at any time without notice to clean (delete) the non-active data to insure the quality of services. Such non-active data includes, but in no way is limited to: offers in “pause” status, which hasn’t been reactivated for six (6) month and more.
If permitted by the technical documentation, you can add various Plug-ins to the Products, choosing the suitable volumes for each. Prices and conditions can be found at the respective Product pages.
Whitelabel. You allow Orangear to modify your logo for the best integration into the system (e.g. you provide us with your own graphics and other materials (logo, texts, etc.) so that we can make "your platform" for you inside Performance Marketing Platform). Therefore, herein you give us your full permission (a limited, worldwide, perpetual, non-exclusive, royalty-free license) to use, modify, display, change, rework such graphics and other materials in any way necessary to fit into Orangear's vision of the Products at its absolute sole discretion.
Checker. You acknowledge and agree that the Products display results only for the last 3 days. If at the time of verification the required pair does not appear, the check can come empty. You can use the manual Checker option taking into account that manual checks are taken from the previously paid amount.
Disclaimer: we are not a partnership, joint venture or agent with/of such third-parties providing antifraud solutions. You should solely decide which solution to use (taking into account the Products limitations). We do not guarantee that any solution can be connected, and we do not guarantee the accuracy of the results from any antifraud solution (even if successfully integrated into the Products).
IN ACCEPTING THIS AGREEMENT, THE USER ACKNOWLEDGES THAT THE USER HAS READ THIS AGREEMENT AND ALL THE INCORPORATED DOCUMENTS, UNDERSTANDS THEM, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF ORANGEAR AGREEING TO PROVIDE THE PRODUCTS AND/OR THE SERVICES, THE USER AGREES TO BE BOUND BY THIS AGREEMENT (AND OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE).